Acquisition Term Sheet Template for Indonesia

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Key Requirements PROMPT example:

Acquisition Term Sheet

"I need an Acquisition Term Sheet under Indonesian law for a foreign technology company acquiring a 75% stake in a local e-commerce business, with completion targeted for March 2025, including specific provisions for technology transfer and data protection compliance."

Document background
The Acquisition Term Sheet is a crucial preliminary document in Indonesian M&A transactions that sets the foundation for detailed negotiations and definitive agreements. It is typically used in the early stages of an acquisition process when parties have agreed on basic terms but before conducting detailed due diligence and drafting final documentation. The document must account for Indonesia's complex regulatory environment, including the Investment Law (Law No. 25 of 2007), Company Law (Law No. 40 of 2007), and various sector-specific regulations. It's particularly important in cross-border transactions where foreign investment restrictions and ownership limitations apply. While primarily non-binding, certain provisions such as confidentiality and exclusivity are typically binding, making it a significant step in the M&A process under Indonesian law.
Suggested Sections

1. Parties: Identification of the buyer, seller, and target company, including complete legal names and registration details

2. Background: Brief context of the proposed transaction and current ownership structure

3. Definitions: Key terms used throughout the term sheet

4. Transaction Structure: Outline of the proposed acquisition structure (share purchase, asset purchase, etc.)

5. Purchase Price: Proposed consideration and payment terms, including any adjustments or earn-out mechanisms

6. Key Conditions Precedent: Essential conditions that must be satisfied before closing

7. Due Diligence: Scope and timeline for due diligence investigation

8. Exclusivity: Terms and duration of exclusive negotiations

9. Confidentiality: Confidentiality obligations of the parties

10. Timeline: Expected schedule for key transaction milestones

11. Binding Effect: Specification of which provisions are binding and non-binding

12. Governing Law: Confirmation of Indonesian law as governing law and jurisdiction

Optional Sections

1. Management and Employment: Include when retention of key management or specific employment arrangements are crucial to the deal

2. Regulatory Approvals: Include when the transaction requires specific regulatory clearances (e.g., KPPU approval for large transactions)

3. Post-Closing Covenants: Include when specific post-closing obligations need to be highlighted early in negotiations

4. Break Fee: Include when parties want to specify termination fees for walking away from the transaction

5. Financing Conditions: Include when the acquisition is subject to buyer securing specific financing

6. Tax Structure: Include when specific tax considerations need to be addressed early in the process

7. Intellectual Property: Include when IP assets are a crucial part of the transaction value

8. Environmental Matters: Include for transactions involving industrial or natural resource businesses

Suggested Schedules

1. Corporate Structure Chart: Current and proposed ownership structure diagrams

2. Key Assets Schedule: List of material assets included in the transaction

3. Price Calculation Methodology: Detailed explanation of purchase price calculations and adjustments

4. Key Regulatory Approvals: List of required governmental and regulatory approvals

5. Timeline Schedule: Detailed transaction timeline with key dates and milestones

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Clauses
Relevant Industries

Manufacturing

Technology

Financial Services

Mining and Natural Resources

Consumer Goods

Real Estate

Infrastructure

Healthcare

Retail

Agriculture

Energy

Telecommunications

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Strategy

Compliance

Tax

Corporate Secretariat

Business Development

Risk Management

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Development Director

Investment Banking Director

Mergers & Acquisitions Manager

Business Development Manager

Financial Controller

Corporate Secretary

Legal Counsel

Due Diligence Manager

Strategy Director

Head of Finance

Investment Director

Compliance Officer

Industries
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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